UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 1120, 2023

M3-BRIGADE ACQUISITION III CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-40946

86-3185502

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1700 Broadway, 19th Floor

New York, New York 10019

(Address of principal executive offices, including zip code)

(212) 202-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

●	Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable public warrant	MBSC.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	MBSC	New York Stock Exchange
Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	MBSC WS	New York Stock Exchange

● Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

● If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.07~~Introductory ~~Submission of Matters to a Vote of Security Holders.~~Note

~~Special~~As ~~Meeting~~previously disclosed, on December 14, 2022, M3-Brigade Acquisition III Corp. (“MBSC”) entered into a Business Combination Agreement (as amended on April 21, 2023, June 15, 2023 and September 5, 2023, the “Business Combination Agreement”, and the transactions contemplated thereby, the “Business Combination”) with Greenfire Resources Ltd., an Alberta corporation (“PubCo”), DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of ~~its~~PubCo, ~~Stockholders~~2476276 Alberta ULC, an Alberta unlimited liability corporation and a direct, wholly-owned subsidiary of PubCo, and Greenfire Resources Inc., an Alberta corporation (“Greenfire”).

On September 1120, 2023, ~~M3-Brigade~~the ~~Acquisition~~Business ~~III Corp.~~Combination ~~(“MBSC”~~was orconsummated ~~the~~in accordance ~~“Company”)~~with ~~held~~the aterms ~~special meeting~~ of ~~stockholders (~~the ~~“Stockholders Meeting”) in connection with that certain~~ Business Combination Agreement~~, dated December 14, 2022, by and among MBSC, Greenfire Resources Ltd~~.~~, an~~ ~~Alberta~~As ~~corporation (“PubCo”), DE Greenfire Merger Sub Inc.,~~ a ~~Delaware~~result ~~corporation and a direct, wholly-owned subsidiary~~ of ~~PubCo,~~the ~~2476276~~Business ~~Alberta ULC~~Combination, anMBSC ~~Alberta~~became ~~unlimited liability corporation and~~ a ~~direct,~~ wholly-owned subsidiary of PubCo~~, and Greenfire Resources Inc~~. (“Greenfire”), an Alberta corporation (as amended on April 21, 2023, June 15, 2023 and September 5, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), as described in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 14, 2023 (the “Proxy Statement”).

~~Present~~Capitalized atterms ~~the~~used ~~Stockholders~~but ~~Meeting~~not ~~were~~otherwise ~~holders~~defined in this Current Report ofon ~~28,878,044~~Form ~~shares~~8-K have the meaning set forth in the Business Combination Agreement. The description of the ~~Company’s~~Business ~~common~~Combination ~~stock~~Agreement and related transactions (including, without limitation, the ~~“Common~~Business ~~Stock”~~Combination) ~~virtually~~in orthis Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by ~~proxy~~reference to, ~~representing~~the ~~77%~~full text of the Business Combination Agreement, which ~~voting~~is ~~power~~attached ofas Annex A to the ~~Common~~definitive ~~Stock~~proxy asstatement ofon ~~July~~Schedule ~~31,~~14A ~~2023,~~filed by MBSC with the ~~record~~U.S. ~~date~~Securities ~~for~~and Exchange Commission (the ~~Stockholders~~“SEC”) ~~Meeting~~on August 14, 2023 (the “~~Stockholders~~Definitive ~~Meeting~~Proxy ~~Record Date~~Statement”), and ~~constituting~~Amendment aNo. ~~quorum~~3 ~~for~~thereto ~~the~~is ~~transaction~~filed ofas ~~business~~Exhibit 2.1 Asto of the ~~Stockholders~~Current ~~Meeting~~Report ~~Record~~on ~~Date,~~Form ~~there~~8-K ~~were~~filed ~~37,500,000 shares~~by ofMBSC ~~Common~~with ~~Stock~~the ~~issued~~SEC ~~and~~on ~~outstanding~~September 5, 2023.

AtItem ~~the Special Meeting, the Company’s stockholders approved the Business Combination Proposal, as defined and described in greater detail in the Proxy Statement~~1.01. ~~The~~Entry ~~Adjournment~~into ~~Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders as the Business Combination Proposal received~~ a ~~sufficient~~Material ~~number~~Definitive ~~of votes for approval.~~Agreement

~~Set~~As ~~forth~~previously ~~below~~disclosed, ~~are~~on September 11, 2023, holders of public warrants to purchase shares of MBSC’s Class A common stock, par value $0.0001 per share (“MBSC Class A Common Stock,” and such warrants, “MBSC Public Warrants”) approved an amendment to that certain Public Warrant Agreement, dated October 21, 2021, between MBSC and Continental Stock Transfer and Trust Company (“Continental”), as warrant agent (the ~~final~~“Public Warrant ~~voting~~Agreement”), ~~results~~substantially ~~for~~in the form attached as Annex M to the Definitive Proxy Statement (the “Public Warrant Amendment”). On September 20, 2023, in connection with the closing of the Business Combination, ~~Proposal:~~MBSC and Continental entered into the Public Warrant Amendment, pursuant to which on September 20, 2023 all MBSC Public Warrants were exchanged for $0.50 per MBSC Public Warrant.

For		Against		Abstain
26,130,268		1,321,722		1,426,054

Item 2.01. Completion of Acquisition or Disposition of Assets

~~Special~~The ~~Meeting~~information ofset ~~its~~forth ~~Warrantholders~~ under the “Introductory Note” is incorporated by reference herein.

OnItem ~~September~~3.01. ~~11,~~Notice ~~2023, the Company held a special meeting (the “Warrantholders Meeting”)~~ of ~~holders~~Delisting ofor ~~public~~Failure ~~warrants~~ to ~~purchase~~Satisfy ~~shares~~a ofContinued ~~the~~Listing ~~Company’s~~Rule ~~Class~~or AStandard; common stock, par value $0.0001 per share (“MBSC Public Warrants,” and such holders, the “Public Warrantholders”), at which the Public Warrantholders voted on an amendment to that certain Public Warrant Agreement, dated October 21, 2021, between MBSC and Continental Stock Transfer ~~and~~of ~~Trust~~Listing; ~~Company,~~Material asModification ~~warrant agent, in the form attached as Annex M~~ to ~~the~~Rights ~~Proxy Statement, to provide that, upon the Closing (as defined in the Proxy Statement), each MBSC Public Warrant will be exchanged by such holder with MBSC for cash in the amount~~ of ~~$0.50~~Security ~~per MBSC Public Warrant.~~Holders

~~Present~~In atconnection with the ~~Warrantholders~~Business ~~Meeting~~Combination, ~~were~~on ~~holders of~~September 620,~~970~~ 2023,~~136~~ MBSC notified the New York Stock Exchange (“NYSE”) of the consummation of the Business Combination and requested that NYSE (i) suspend trading of MBSC Class A Common Stock, MBSC Public Warrants, ~~virtually~~and orMBSC byunits ~~proxy,~~comprising ~~representing~~one ~~69.70%~~share of ~~the~~MBSC ~~voting~~Class ~~power~~A ofCommon ~~the~~Stock and one MBSC Public ~~Warrants~~Warrant, ~~as of~~effective ~~July~~September 3120, 2023, ~~the~~and ~~record~~(ii) ~~date~~file ~~for~~with the ~~Warrantholders~~SEC ~~Meeting~~a Form 25 (the “~~Warrantholders~~Form ~~Meeting Record Date~~25”), ~~and~~to ~~constituting~~delist the aMBSC ~~quorum~~Securities ~~for~~under ~~the~~Section ~~transaction~~12(b) of ~~business.~~the AsSecurities Exchange Act of 1934, as amended (the ~~Warrantholders~~“Exchange ~~Meeting~~Act”). ~~Record~~On ~~Date~~September 21, ~~there~~2023, ~~were~~NYSE 10filed the Form 25. On or about October 2,~~000~~ 2023,~~000~~ MBSC ~~Public~~intends ~~Warrants~~to ~~issued~~file a certification on Form 15 with the SEC to deregister the MBSC Securities and ~~outstanding~~suspend MBSC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

AtItem ~~the Warrantholders Meeting, the Company’s Public Warrantholders approved the Warrant Amendment Proposal, as defined and described in greater detail in the Proxy Statement~~5.01. ~~The Adjournment~~Changes ~~Proposal, as defined and described~~ in ~~greater~~Control ~~detail in the Proxy Statement, was not presented to the Public Warrantholders as the Warrant Amendment Proposal received a sufficient number~~ of ~~votes for approval.~~Registrant

~~Set~~As ~~forth~~of ~~below~~the ~~are~~time of the ~~final~~Merger ~~voting~~and ~~results~~as ~~for~~ a result of the ~~Warrant~~Business ~~Amendment~~Combination, a ~~Proposal:~~change in control of MBSC occurred and MBSC became a wholly-owned subsidiary of PubCo.

For		Against		Abstain
5,483,269		1,352,651		134,216

-1-

~~Closing~~Item 5.02. Departure of ~~the~~Directors ~~Business~~or ~~Combination~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AsIn ~~previously~~connection ~~disclosed~~with consummation of the Business Combination, ~~Greenfire~~the isfollowing officers ~~seeking~~of MBSC ceased to ~~consummate~~hold atheir ~~potential~~respective positions: Chris Chaice ceased to be Executive Vice President; William Gallagher ceased ~~refinancing~~to ~~(the~~be ~~“Potential~~Executive ~~Refinancing”)~~Vice ofPresident; ~~Greenfire’s~~Charles ~~12.000%~~Garner ~~Senior~~ceased ~~Secured~~to ~~Notes~~be ~~due~~Executive ~~2025~~Vice ~~prior~~President and Secretary; Christopher Good ceased to orbe ~~concurrently~~Chief ~~with~~Financial Officer; and Matthew Perkal ceased to be Chief Executive Officer; and the ~~closing~~following individuals also ceased to be directors of ~~the~~MBSC: ~~transactions~~Frederick ~~contemplated~~Arnold; byAlan ~~the~~Carr; ~~Business~~Benjamin ~~Combination~~Fader ~~Agreement~~Rattner; (Mohsin Y. Meghji; Scott Malpass; William Transier; and Steven Vincent. Matthew Perkal became a director of PubCo immediately following the ~~“Closing”)~~Business Combination.

~~All~~Item conditions to Closing have been met (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions), subject to receipt of Aggregate Transaction Proceeds (as defined in the Business Combination Agreement) equal to or greater than $100,000,0008. ~~The~~01. ~~Company~~Other ~~expects the Closing to occur on the earlier of the closing of the Potential Refinancing and September 27, 2023.~~Events

On September 20, 2023, MBSC and Greenfire jointly issued a press release announcing the closing of the Business Combination, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain certain forward-looking statements ~~within~~ within the meaning of the federal securities laws with respect to the ~~proposed~~ transaction between PubCo, MBSC, Greenfire and the other parties thereto. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the timing to complete the proposed business combination by MBSC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by MBSC; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the proposed business combination; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against PubCo, MBSC, Greenfire or any investigation or inquiry following announcement of the proposed business combination, including in connection with the proposed business combination; (iv) the inability to complete the proposed business combination due to the failure to obtain approval of MBSC’s stockholders or the inability to receive approval of the proposed plan of arrangement in connection with the proposed business combination; (v) Greenfire’s and PubCo’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the proposed business combination; (vi) the ability of the parties to obtain the listing of PubCo’s common shares and warrants on the New York Stock Exchange upon the closing of the proposed business combination; (vii) the risk that the proposed business combination disrupts current plans and operations of Greenfire; (viii) the ability to recognize the anticipated benefits of the proposed business combination; (ix) unexpected costs related to the proposed business combination; (x) the amount of redemptions by MBSC’s public stockholders being greater than expected; (xi) the management and board composition of PubCo following completion of the proposed business combination; (xii) limited liquidity and trading of PubCo’s securities; (xiii) geopolitical risk and changes in applicable laws or regulations; (xiv) the possibility that Greenfire or MBSC may be adversely affected by other economic, business, and/or competitive factors; (xv) operational risks; (xvi) the possibility that the COVID-19 pandemic or another major disease disrupts Greenfire’s business; (xvii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Greenfire’s resources; (xix) the risks that the consummation of the proposed business combination is substantially delayed or does not occur; (xx) risks associated with the oil and gas industry in general (e.~~g.,~~ operational risks in development, exploration and production; disruptions to the Canadian and global economy resulting from major public health events, the Russian-Ukrainian war and the impact on the global economy and commodity prices; the impacts of inflation and supply chain issues and steps taken by central banks to curb inflation; pandemic, war, terrorist events, political upheavals and other similar events; events impacting the supply and demand for oil and gas including the COVID-19 pandemic and actions taken by the OPEC + group; delays or changes in plans with respect to exploration or development projects or capital expenditures); (xxi) the uncertainty of reserve estimates; (xxii) the uncertainty of estimates and projections relating to production, costs and expenses; (xxiii) health, safety and environmental risks; (xxiv) commodity price and exchange rate fluctuations; (xxv) changes in legislation affecting the oil and gas industry; (xxvi) uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures; and (xxvii) the risk that the Potential Refinancing is unsuccessful or does not occur. The foregoing list of factors is not exhaustive. You should carefully consider the ~~foregoing factors and the other~~ risks and uncertainties described in the “Risk Factors” section of MBSC’s ~~registration on Form S-1 (Registration Nos. 333-256017 and 333-260423), MBSC’s~~ annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, MBSC’s quarterly report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on June 2, 2023, ~~the Registration Statement and definitive proxy statement/prospectus of PubCo, effective August 14, 2023, including those under “Risk Factors” therein,~~ MBSC’s quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 18, 2023, and the Definitive Proxy Statement, including those under “Risk Factors” therein, and other documents filed by MBSC or PubCo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and PubCo, MBSC and Greenfire assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither PubCo, MBSC nor Greenfire gives any assurance that either PubCo, ~~MBSC~~or ~~nor~~ Greenfire will achieve its expectations.

2Item 9.01. Financial Statements and Exhibits

~~SIGNATURE~~(d) Exhibits

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
4.1		Amendment No. 1 to Public Warrant Agreement, dated September 20, 2023, by and between M3-Brigade Acquisition III Corp. and Continental Stock Transfer & Trust Company
99.1		Press Release, dated September 20, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL)

	M3-BRIGADE ACQUISITION III CORP.
Date: September 12, 2023	By:	/s/ Mohsin Y. Meghji
		Name:	Mohsin Y. Meghji
		Title:	Executive Chairman of the Board of Directors

-2-

3SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 21, 2023	M3-BRIGADE ACQUISITION III CORP.

	By:	/s/ Robert Logan
	Name:	Robert Logan
	Title:	Chief Executive Officer

-3-

Filing Compare · M3-Brigade Acquisition III Corp.